SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the Fiscal Yearended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from   to
 Commission File Number: 001-07731
 EMERSON RADIO CORP.
   Delaware
    
    22-3285224(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)Nine Entin Road, Parsippany, NJ
    
    07054(Address of principal executive offices)
    
    (Zip Code)
   Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $.01 per share
    
    American Stock Exchange
  o þ
 o þ
 þ o
 o
  o Large accelerated filer
    
    o Accelerated filer
    
    o Non-accelerated filer
    
    þ Smaller reporting company(Do not check if a smaller reporting company)
 o þ




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EXPLANATORY NOTE
  TABLE OF CONTENTS
 Item
    
    PagePart III
    
    10.     Directors, Executive Officers and Corporate Governance
    
    111.     Executive Compensation
    
    612.     Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    1213.     Certain Relationships and Related Transactions and Director
Independence
    
    1414.     Principal Accountant Fees and Services
    
    18Part IV
    
    15.     Exhibits and Financial Statements
    
    19Signatures
    
    20Exhibit Index
    
    20




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##### 



PART III
 
 ITEM 10  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
  Year FirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or EmploymentChristopher Ho
    
    
    58
    
    
    
    2006
    
    
    Christopher Ho has served as our
Chairman since July 2006. Mr. Ho
is presently the Chairman of The
Grande Holdings Ltd. (Grande
Holdings), a Hong Kong based
group of companies engaged in a
number of businesses including
the manufacture, sale and
distribution of audio, video and
other consumer electronics and
video products. Grande Holdings
beneficially holds approximately
57.6% of our outstanding common
shares. Mr. Ho also currently
serves as Chairman of Lafe
Corporation Limited, a company
listed on the Singapare Exchange,
and a representative director of
Sanusi Electric Co., Ltd., a
company listed on the Tokyo Stock
Exchange. Christopher Ho
graduated with a Bachelor of
Commerce degree from the
University of Toronto in 1974.
He is a member of the Canadian
Institute of Chartered
Accountants as well as a member
of the Institute of Management
Accountants of Canada. He also is
a certified public accountant
(Hong Kong) and a member of the
Hong Kong Society of Accountants.
He was a partner in international
accounting firms before joining
Grande Holdings and has extensive
experience in corporate finance,
international trade and
manufacturing.Adrian Ma (1)
    
    
    63
    
    
    
    2006
    
    
    Adrian Ma, a director of the
Company since March 30, 2006, has
been our Chief Executive Officer
since March 30, 2006 and also
served as our Chairman from March
30, 2006 through July 26, 2006.
In addition, Mr. Ma is a director
of Grande Holdings. He has more
than 30 years experience as an
Executive Chairman, Executive
Director and Managing Director of
various organizations focused
primarily in the consumer
electronics industry. Mr. Ma also
is Director of Lafe Technology
Ltd., Vice Chairman and Managing
Director of Ross Group Inc. and
Deputy Chairman of Sansui
Electric Co. Ltd.Greenfield Pitts
    
    
    58
    
    
    
    2006
    
    
    Greenfield Pitts has served as
our Chief Financial Officer since
February 2007 and a director
since March 2006. Mr. Pitts has a
30-year background in
international banking and was
associated with Wachovia Bank,
our present lender, for more than
25 years, with assignments in
London, Atlanta and Hong Kong.
From 1997 to 2006, he was in Hong
Kong managing a joint venture
between Wachovia and HSBC, later
worked in Corporate Finance for
Wachovia Securities.




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Year FirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or EmploymentMichael A.B. Binney
    
    
    49
    
    
    
    2005
    
    
    Michael A.B. Binney has been a
Director since December 2005.
Mr. Binney served as our Acting
Group Controller from
February 2007 until May 2008 and
as our President-International
Sales from July 2006 until May
2008. He is a fellow member of
the Institute of Chartered
Accountants in England and Wales
and a fellow member of the Hong
Kong Institute of Certified
Public Accountants. He was a
professional accountant for
several years before joining the
computer and electronics
industry. He also currently is a
Director of Grande Holdings, a
Director of Lafe Corporation
Limited, a company listed on the
Singapore Exchange, as well as a
Director of several other
companies in Malaysia, Japan,
Singapore and the United Kingdom.Mirzan Mahathir
    
    
    50
    
    
    
    2007
    
    
    Mirzan Mahathir has been a
Director since 2007. Mr.
Mahathir currently manages his
investments in Malaysia and
overseas while facilitating
business collaboration in the
region. Previously, Mr. Mahathir
worked for IBM Corporation and
Salomon Brothers. Since 1992, Mr.
Mahathir has served as the
Executive Chairman and President
of Konsortium Logistik Berhad, a
Malaysian logistic solutions
provider listed on the Kuala
Lumpar Stock Exchange. He also
is the Chairman and CEO of
Crescent Capital Sdn Bhd, a
Malaysian investment holding and
independent strategic and
financial advisory firm which he
founded and the President of the
Asian Strategy and Leadership
Institute (ASLI), a leading
organizer of business
conferences, secretariat for
business councils and public
policy research centre.
Currently, Mr. Mahathir holds
directorships in Worldwide
Holdings Berhad and AHB Holdings
Berhad, companies listed on the
Bursa Malaysia, and Lafe
Technology Ltd., a company listed
on the Singapore Exchange. He is
also a member of the UN/ESCAP
Business Advisory Council, the
American Bureau of Shipping
Southeast Asia Committee and the
Wharton Business School Asian
Executive Board.Kareem E. Sethi
(1)(2)
    
    
    30
    
    
    
    2007
    
    
    Kareem E. Sethi has been a
Director since 2007. Mr. Sethi
has served as Managing Director
of Streetwise Capital Partners,
Inc. since 2003. From 1999 until
2003, Mr. Sethi was Manager,
Business Recovery Services for
PricewaterhouseCoopers Inc.
 -2-




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##### 



Year FirstBecameName
    
    Age
    
    Director
    
    Principal Occupation or EmploymentEduard Will
    
    
    66
    
    
    
    2006
    
    
    Eduard Will has been our Vice
Chairman since October 2007 and a
Director since July 2006. From
July 2006 until October 2007,
Mr. Will served as our President-
North American Operations. Prior
to becoming President- North
American Operations, Mr. Will was
the Chairman of our Audit
Committee from January 2006
through July 2006. Mr. Will has
more than 37 years experience as
a merchant banker, senior advisor
and director of various public
and private companies. Presently,
Mr. Will is serving on the Board
of Directors or acting as Senior
Adviser to Grande Holdings,
KoolConnect Technologies Inc. and
Integrated Data Corporation.
 
 (1)
    
    Member of the Corporate Governance, Nominating and Compensation Committee(2)
    
    Member of the Audit Committee
 Board of Directors and Committees
   -3-




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Codes of Ethics
   www.emersonradio.com
 -4-




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Executive Officers
  YearName
    
    Age
    
    Position
    
    Became OfficerAdrian Ma
    
    63
    
    Chief Executive Officer and Director
    
    2006Greenfield Pitts
    
    58
    
    Chief Financial Officer and Director
    
    2007John Spielberger
    
    44
    
    President-North American Operations
    
    2007
 Adrian Ma
 Greenfield Pitts
 John Spielberger
 Section 16(a) Beneficial Ownership Reporting Compliance
   -5-




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ITEM 11  EXECUTIVE COMPENSATION AND OTHER INFORMATION
  Compensation Philosophy and Objectives
   
    
    attracting and retaining talented and experienced executives;
    
    motivating and rewarding executives whose knowledge, skills and performance are
critical to our success;
    
    aligning the interests of our executives and stockholders by motivating
executives to increase stockholder value in a sustained manner; and
    
    provide a competitive compensation package which rewards achievement of our goals.
 Elements of Executive Officer Compensation
 Overview
   -6-




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Base Salary
 Cash Incentive Bonuses.
 Equity Compensation
 Severance and Change-in-Control Benefits.
  Employment Agreements.
   -7-




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Benefits
 Perquisites
 The Process
  Regulatory Considerations
  Cash and Other Compensation
  Summary Compensation Table
 Non-equityIncentive Plan
    
    All OtherName and
    
    Fiscal
    
    
    
    
    
    Option
    
    Compensation
    
    CompensationPrincipal Position
    
    Year
    
    Salary($)
    
    Awards($)(1)
    
    ($)(2)
    
    ($)(3)
    
    Total ($)Adrian Ma (4)
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    President and
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Executive OfficerGreenfield Pitts (5)
    
    
    2008
    
    
    
    250,000
    
    
    
    9,500
    
    
    
    
    
    
    
    22,841
    ,
    
    
    282,341Chief Financial Officer
    
    
    2007
    
    
    
    19,231
    
    
    
    3,430
    
    
    
    
    
    
    
    
    
    
    
    22,661
 -8-




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Non-equityIncentive Plan
    
    All OtherName and
    
    Fiscal
    
    
    
    
    
    Option
    
    Compensation
    
    CompensationPrincipal Position
    
    Year
    
    Salary($)
    
    Awards($)(1)
    
    ($)(2)
    
    ($)(3)
    
    Total ($)John Spielberger (6)
    
    
    2008
    
    
    
    105,769
    
    
    
    
    
    
    
    
    
    
    
    9,437
    
    
    
    115,206President -North
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    American Operations
and 
Vice ChairmanEduard Will (7)
    
    
    2008
    
    
    
    58,423
    
    
    
    21,836
    
    
    
    
    
    
    
    12,433
    
    
    
    92,692President -North
    
    
    2007
    
    
    
    182,692
    
    
    
    16,944
    
    
    
    37,500
    
    
    
    4,704
    
    
    
    241,840American Operations
and 
Vice ChairmanJohn J. Raab (8)
    
    
    2008
    
    
    
    163,000
    
    
    
    32,646
    
    
    
    
    
    
    
    12,264
    
    
    
    207,910Senior Executive
    
    
    2007
    
    
    
    291,500
    
    
    
    59,328
    
    
    
    
    
    
    
    20,141
    
    
    
    370,969Vice President and 

Chief Operating Officer
 
 (1)
    
    Represents the expense to us pursuant to FAS 123(R) for the respective year for stock options granted as long-term incentives pursuant to our 2004
Non-Employee Outside Director Stock Option Plan or our 2004 Employee Stock Option Plan. All options received by each of Messrs. Pitts and Will in the
table above were received by such person as a non-employee director and prior to being named as an executive officer and after their resignation as an
executive officer, if applicable. The amount of option expense shown in the Summary Compensation Table for these three individuals is also included in
Directors Compensation on page 17. Immediately following the adoption by our stockholders of an amendment to our 2004 Non-Employee Outside Director
Stock Option Plan to increase the number of shares available for issuance thereunder from 250,000 to 500,000 shares in November 2006, each of
Messrs. Pitts and Will received an option to purchase up to 25,000 shares of our common stock, each of whom began to serve as a director at a time when
he was not an employee of ours and no additional shares were available under such plan. See notes to our financial statements for the fiscal years ended
March 31, 2008, 2007 and 2006 for the assumptions used for valuing the expense under FAS 123(R).(2)
    
    Represents bonus paid for such fiscal year.(3)
    
    The dollar amounts shown under the heading All other compensation represent the incremental cost of all
perquisites and other personal benefits to our named executive officers.(4)
    
    Mr. Ma did not receive any salary or other compensation from us in Fiscal 2007 or Fiscal 2008.(5)
    
    Mr. Pitts commenced employment as our Chief Financial Officer on February 19, 2007.(6)
    
    Mr. Spielberger commenced employment as our President-North American Operations on October 29,
2007.(7)
    
    Mr. Will was appointed to serve as our President-North American Operations in July 2006. On
March 30, 2007, Mr. Wills annual base salary was increased to $300,000. Mr. Will resigned
from his position as our President-North American Operations and was appointed as our
non-executive Vice Chairman on October 29, 2007, at which time Mr. Spielberger became our
President-North American Operations. On December 1, 2007, Mr. Will relinquished his duties
and responsibilities as an executive officer.(8)
    
    Mr. Raab retired as our Vice President and Chief Operating Officer effective August 31, 2007. -9-




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Outstanding Equity Awards at Fiscal Year End
  Outstanding Equity Awards at Fiscal Year-End
 Option AwardsNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    UnexercisedOptions (#)
    
    Options (#)
    
    Option Exercise
    
    Option ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    DateAdrian Ma
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Greenfield Pitts
    
    
    8,333
    
    
    
    16,667
    
    
    
    3.19
    
    
    
    11/21/16John Spielberger (1)
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    Eduard Will (2)
    
    
    16,667
    
    
    
    8,333
    
    
    
    3.07
    
    
    
    1/31/168,333
    
    
    
    16,667
    
    
    
    3.19
    
    
    
    11/21/16
  (1)
    
    Mr. Spielberger commenced employment as our President-North American Operations on October 29, 2007.(2)
    
    Mr. Will was appointed to serve as our President-North American Operations in July 2006 and
resigned from that position on October 29, 2007. On December 1, 2007, Mr. Will relinquished all
his duties and responsibilities as an executive officer; he currently is our non-executive Vice Chairman. Compensation of Directors
   -10-




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##### 



Directors Compensation
 FeesEarned
    
    
    
    
    
    All Otheror Paid in
    
    
    
    CompensationName
    
    Cash ($)
    
    Option Awards ($)(1)
    
    ($)
    
    Total ($)Michael A.B. Binney (2)
    
    $
    0
    
    
    $
    12,996
    
    
    $
    0
    
    
    $
    12,996Eduard Will (3)
    
    $
    15,000
    
    
    $
    21,836
    
    
    $
    0
    
    
    $
    36,836Peter Bünger (4)
    
    $
    33,750
    
    
    $
    5,423
    
    
    $
    0
    
    
    $
    39,173Jerome Farnum (5)(6)
    
    $
    57,500
    
    
    $
    (15,046
    )
    
    $
    2,812
    
    
    $
    45,266W. Michael Driscoll (6)(7)
    
    $
    76,667
    
    
    $
    19,000
    
    
    $
    0
    
    
    $
    95,667Norbert Wirsching (6)(8)
    
    $
    71,667
    
    
    $
    9,500
    
    
    $
    0
    
    
    $
    81,167Mirzan Mahathir (9)
    
    $
    13,125
    
    
    $
    0
    
    
    $
    0
    
    
    $
    13,125Kareem E. Sethi (9)
    
    $
    16,042
    
    
    $
    0
    
    
    $
    0
    
    
    $
    16,042David R. Peterson (10)
    
    $
    13,125
    
    
    $
    0
    
    
    $
    0
    
    
    $
    13,125
  (1)
    
    Represents the expense to us pursuant to FAS 123(R) for the respective year for stock
options granted as long-term incentives pursuant to our 2004 Non-Employee Outside
Director Stock Option Plan. See notes to our financial statements for the fiscal
years ended March 31, 2008, 2007 and 2006 for the assumptions used for valuing the
expense under FAS 123(R). At March 31, 2008, Messrs. Binney, Will, Pitts, Driscoll
and Wirsching had options to purchase 25,000, 50,000, 25,000, 50,000 and 25,000,
shares of our common stock, respectively.(2)
    
    Mr. Binney was appointed to serve as our Acting Group Controller in February 2007 and
as our President-International Operations in July 2006. Mr. Binney did not receive
any salary or other compensation from us in Fiscal 2007 or Fiscal 2008. Mr. Binney
resigned from his positions in May 2008.(3)
    
    Mr. Will was appointed to serve as our President-North American Operations in July
2006. Mr. Will resigned from his position as our President-North American Operations
and began to serve as our Vice Chairman on October 29, 2007. On December 1, 2007,
Mr. Will relinquished his duties and responsibilities as an executive officer.(4)
    
    On October 25, 2007, Mr. Bünger resigned as a director, effective as of the date of
our annual meeting of stockholders, December 13, 2007.(5)
    
    In connection with the expiration of Mr. Farnums term as a director as of the date
of our 2007 Annual Meeting of Stockholders, we agreed to pay for Mr. Farnums medical
benefits for a period of two years following the date of our 2007 Annual Meeting of
Stockholders. We estimate that our annual cost of providing these benefits is
approximately $12,000 per year. Our cost of providing these benefits during Fiscal
2008 was $2,812.(6)
    
    Includes fees of $20,000 paid to each of Messrs. Farnum, Driscoll and Wirsching for
services through December 31, 2007 in connection with the Audit Committees
independent review of certain related party transactions.(7)
    
    Mr. Driscoll resigned as a director on July 14, 2008.(8)
    
    Mr. Wirsching resigned as a director on July 28, 2008.(9)
    
    Each of Messrs. Mahathir and Sethi began to serve as a director on December 13, 2007.(10)
    
    Mr. Peterson began to serve as a director on December 13, 2007 and resigned from such
position on July 15, 2008. -11-




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Compensation Committee Interlocks and Insider Participation
   
 ITEM 12  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Amount and Nature ofName and Address of Beneficial Owners
    
    Beneficial Ownership (1)
    
    Percent of Class (1)Christopher Ho (2)
    
    
    15,634,482
    
    
    
    57.6
    %Adrian Ma
    
    
    0
    
    
    
    0
    %Greenfield Pitts (3)
    
    
    33,333
    
    
    
    
    *John Spielberger
    
    
    0
    
    
    
    0
    %Michael A. B. Binney (4)
    
    
    16,667
    
    
    
    
    *Eduard Will (5)
    
    
    25,000
    
    
    
    
    *John J. Raab (6)
    
    
    0
    
    
    
    
    *Mirzan Mahathir
    
    
    0
    
    
    
    0
    %David R. Peterson
    
    
    0
    
    
    
    0
    %Kareem E. Sethi
    
    
    0
    
    
    
    0
    %Lloyd I. Miller, III (7)
    
    
    1,584,381
    
    
    
    5.8
    %Dimensional Fund Advisors LP (8)
    
    
    1,388,214
    
    
    
    5.1
    %All
Directors and Executive Officers as a Group (9 persons) (9)
    
    
    15,718,815
    
    
    
    57.8
    %
  (*)
    
    Less than one percent.(1)
    
    Based on 27,129,832 shares of common stock outstanding as of July 21, 2008. Each beneficial owners
percentage ownership of common stock is determined by assuming that options that are held by such
person (but not those held by any other person) and that are exercisable or convertible within 60 days
of July 21, 2008 have been exercised. Except as otherwise indicated, the beneficial ownership table
does not include common stock issuable upon exercise of outstanding options, which are not currently
exercisable within 60 days of July 21, 2008. Except as otherwise indicated and based upon our review
of information as filed with the U.S. Securities and Exchange Commission (SEC), we believe that the
beneficial owners of the securities listed have sole investment and voting power with respect to such
shares, subject to community property laws where applicable.(2)
    
    S&T International Distribution Ltd. (S&T) is the record owner of 15,634,482 shares of common stock
(the Shares). As the sole stockholder of S&T, Grande N.A.K.S. Ltd. (N.A.K.S.) may be deemed to own
beneficially the Shares. As the sole stockholder of N.A.K.S., Grande Holdings may be deemed to own
beneficially the Shares. Mr. Ho has a beneficial interest in approximately 67% of the capital stock of
Grande Holdings. By virtue of such interest and his position with Grande Holdings, Mr. Ho may be
deemed to have -12-




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##### 



power to vote and power to dispose of the Shares beneficially held by Grande Holdings.
Information with respect to the ownership of these shares was obtained from a Schedule 13D/A filed on
November 5, 2007.(3)
    
    Mr. Pitts ownership consists of 25,000 shares of common stock directly owned by him and options to
purchase 8,333 shares of our common stock issued pursuant to Emersons 2004 Non-Employee Director
Stock Option Plan that are exercisable within 60 days of July 21, 2008. Mr. Pitts also has options to
purchase 16,667 shares of our common stock issued pursuant to Emersons 2004 Non-Employee Director
Stock Option Plan that are not exercisable within 60 days of July 21, 2008.(4)
    
    Mr. Binneys ownership consists of options to purchase 16,667 shares of our common stock issued
pursuant to Emersons 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days
of July 21, 2008. Mr. Binney also has options to purchase 8,333 shares of our common stock issued
pursuant to Emersons 2004 Non-Employee Director Stock Option Plan that are not exercisable within
60 days of July 21, 2008.(5)
    
    Mr. Wills ownership consists of options to purchase 25,000 shares of our common stock pursuant to
Emersons 2004 Non-Employee Director Stock Option Plan that are exercisable within 60 days of July 21,
2008. Mr. Will also has options to purchase 25,000 shares of our common stock issued pursuant to
Emersons 2004 Non-Employee Director Stock Option Plan that are not exercisable within 60 days of July
21, 2008. Mr. Will resigned from his position as our President-North American Operations and began to
serve as our Vice Chairman, effective as of October 29, 2007. On December 1, 2007, Mr. Will
relinquished his duties and responsibilities as an executive officer.(6)
    
    Mr. Raab resigned as our Senior Vice President and Chief Operating Officer, effective August 31, 2007.(7)
    
    Lloyd I. Miller, III has sole voting and dispositive power with respect to 638,445 of the reported
securities as (i) a manager of a limited liability company that is the general partner of a certain
limited partnership and (ii) an individual. Lloyd I. Miller, III has shared voting and dispositive
power with respect to 945,936 of the reported securities as an investment advisor to the trustee of
certain family trusts. The address of Lloyd Miller, III is 4550 Gordon Drive, Naples, Florida 34102.
Information with respect to the ownership of these shares was obtained from a Schedule 13G filed with
the SEC on June 24, 2008.(8)
    
    Dimensional Fund Advisors LP (formerly, Dimensional Fund Advisors Inc.), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to
four investment companies registered under the Investment Company Act of 1940, and serves as
investment manager to certain other commingled group trusts and separate accounts. These investment
companies, trusts and accounts are the Funds. In its role as investment advisor or manager,
Dimensional Fund Advisors LP possesses investment and/or voting power over the securities that are
owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds.
However, all shares reported are owned by the Funds and Dimensional Fund Advisors LP disclaims
beneficial ownership of such securities and the filing by Dimensional Fund Advisors LP. The address
of Dimensional Fund Advisors LP is 1299 Ocean Avenue, Santa Monica, California 90401. Information
with respect to the ownership of these shares was obtained from a Schedule 13G filed with the SEC on
February 6, 2008.(9)
    
    See footnotes (2) through (5) and (7). -13-




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##### 



Equity Compensation Plan Information
  Number of securities to be
    
    Weighted average exercise
    
    Number of securitiesissued upon exercise of
    
    price of outstanding
    
    remaining available foroutstanding options,
    
    options, warrants and
    
    future issuance underwarrants and rights
    
    rights
    
    equity compensation plans(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    212,334
    
    
    $
    3.03
    
    
    
    2,800,000Equity compensation
plans not approved
by security holders
    
    
    100,000
    
    
    
    4.00
    
    
    
    Total
    
    
    312,334
    
    
    $
    3.34
    
    
    
    2,800,000
 
 ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  Grandes Purchase of Controlling Interest in Emerson
 License Agreement for Scott Brands
 Unsecured Financial Assistance to Grande
  -14-




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Product Sourcing Transactions
 Sales of goods
 Leases and Other Real Estate Transactions
    -15-




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##### 



Toy Musical Instruments
 Freight Forwarding Services
 Other
     -16-




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##### 



Review and Approval of Transactions with Related Parties
  Director Independence
      -17-




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ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Ø
    
    Audit Fees.Audit fees billed to us by Moore Stephens for the
audit of the financial statements included in our Annual Reports
on Form 10-K, and reviews by Moore Stephens P.C. of the financial
statements included in our Quarterly Reports on Form 10-Q, for
the fiscal years ended March 31, 2007 and 2008 totaled
approximately $233,900 and $247,400, respectively.Ø
    
    Audit-Related Fees.We were billed $110,000 and $117,200 by Moore Stephens P.C. for the fiscal years ended
March 31, 2007 and 2008, respectively, for assurance and related services that are reasonably related to the performance of the
audit or review of our financial statements and are not reported under the caption Audit Feesabove. Audit-related fees were principally related
to procedures in connection with the audit of our parent companys consolidated financial statement for its fiscal years ended
December 31, 2006 and December 31, 2007, portions of which were credited to our audit fees for the audit of our financial statements
for our fiscal years ended March 31, 2007 and March 31, 2008.Ø
    
    Tax Fees.Moore Stephens P.C. billed us an aggregate of $64,000
and $98,600, for the fiscal years ended March 31, 2007 and 2008,
respectively, for tax services, principally related to the
preparation of income tax returns and related consultation.Ø
    
    All Other Fees.We were not billed by Moore Stephens P.C. for the
fiscal years ended March 31, 2007 and 2008, respectively, for any
permitted non-audit services.
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PART IV.
 
 ITEM 15  Exhibits, Financial Statement Schedules
  31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  EMERSON RADIO CORP.By:
    /s/ Adrian MaAdrian MaChief Executive Officer   Chairman of the Board of the
    
    July 29, 2008Christopher Ho
    
    Directors/s/ Adrian
Ma
    
    Chief Executive Officer
    
    July 29, 2008Adrian Ma
    
    (Principal Executive Officer)

and Director/s/ Greenfield
Pitts
    
    Chief Financial Officer
    
    July 29, 2008Greenfield Pitts
    
    (Principal Financial and 

Accounting Officer), and 

Director/s/ Michael
A. B. Binney
    
    Director
    
    July 29, 2008Michael A. B. Binney/s/ Kareem
E. Sethi
    
    Director
    
    July 29, 2008Kareem E. SethiDirector
    
    July 29, 2008Eduard WillDirector
    
    July 29, 2008Mirzan Mahathir
 -20-